Cell Biology is intimately linked with the ability to see organelles, vesicles, cytoskeleton and even single molecules inside cells, both in normal and diseased states. Instruments that allow biologists to see better, such as the confocal and electron microscope have lead to major paradigm shifts of how cells function. Recently a new revolution in imaging has emerged, called 'super- resolution microscopy'which has the power to break the Abbe's 'light barrier'of what can be resolved by far field light microscopy. The potential here is enormous (akin to confocal microscopes two decades ago) and has the power to resolve objects in living cells (or fixed) with all the power of conventional fluorescent tags and the rainbow of GFP probes. Our consortium of users from cell biology, endocrinology, neurobiology and genetics, whom are experts in their respective fields, request funds to purchase a state-of-the-art super-resolution structured illumination microscope (SIM) that was very recently commercialized by Zeiss. Preliminary data indicate that the SIM system will double the resolution in X, Y, and Z axis and give almost 8-fold better volumetric resolution than conventional confocal microscopes. Our applications are well-matched to capitalize on this enhanced resolution so as to gain new insight into how cells function in both their native state and in diabetes, cancer and neuropathologies. Our consortium's projects focus on three research areas: 1) imaging of neurons, synapses and growth cones;2) imaging of membranes and membrane traffic;3) imaging of the cell cytoskeleton. Our aim is to make SIM available to a large group of users at Yale School of Medicine and the larger scientific community. The system will be set up in high-end custom space the 'CINEMA'center (Cellular Imaging using New Microscopy Approaches) under the guidance of Dr. Toomre, an expert in the cell- biological application of novel microscopes. It will be properly maintained by a well-trained Research Associate in the lab (50% effort) with additional backup provided by Dr. Bewersdorf's lab which specializes on super-resolution microscopy development and application. The requested instrument is expected to be the first of its kind in the USA. We believe this instrument will open up new avenues in cell biology and stimulate the establishment of super- resolution microscopy as a new standard in biomedical research.